UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q
[ ] Form N-SAR
For Period Ended June 30, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: --------
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
Full Name of Registrant: Financial Industries Corporation
Address of Principal Executive Office: 6500 River Place Blvd., Building I
Austin, Texas 78730
- 1 -
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11- K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10- Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,11-K,10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if necessary).
The Registrant is unable to timely file its report on Form 10-Q for the
quarter ended June 30, 2004. The Registrant has previously reported that it
was unable to complete the filing of its Form 10-K for the year ended
December 31, 2003, and its Form 10-Q for the quarter ended March 31, 2004,
on a timely basis. The Registrant filed a Form 12b-25 on March 16, 2004,
with respect to the late filing of its Form 10-K for the year ended
December 31, 2003. Subsequently, the Registrant filed a Form 12b-25 on May
18, 2004, with respect to the late filing of its Form 10-Q for the quarter
ended March 31, 2004. The Registrant has filed several Current Reports on
Form 8-K pertaining to the status of its work on the Form 10-K. The
Registrant has been working diligently to prepare its consolidated
financial statements for the year ended December 31, 2003. That work has
adversely affected the ability of the Registrant to complete its
consolidated financial statements for the quarter ended June 30, 2004, and
to file its Form 10-Q for the quarter ended June 30, 2004, within the
prescribed period without unreasonable effort and expense.
- 2 -
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Vincent L. Kasch, Chief Financial Officer. 512-404-5510.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No
As described in Part III, above, the Registrant has not yet filed its
report on Form 10-K for the year ended December 31, 2003, and its
report on Form 10-Q for the quarter ended March 31, 2004.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Explanation of Anticipated Change in Results of Operations
As described in Part III, above, the Registrant has not yet filed its Form
10-K for the year ended December 31, 2003. Due to the work involved in the
completion of the Form 10-K, as well as the resolution of the matters
previously disclosed by the Registrant pertaining to completion of its Form
10-K, the Registrant is not in a position to provide either a reasonable
estimate of the results for the quarter ended June 30, 2004, or a
comparison of the results for the three-month and six-month periods ended
June 30, 2004, with the results for the three-month and six-month periods
ended June 30, 2003.
- 3 -
As provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Financial Industries Corporation cautions that the
statements in this Form 12b-25, including but not limited to, statements found
in Part III- "Narrative" and this Part IV- "Other Information" relating to
matters that are not historical factual information are forward-looking
statements that represent management's belief and assumptions based on currently
available information. The information contained in this report relating to
trends in the Company's operations and financial results and the contingencies
and uncertainties to which the Company may be subject, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," and other similar expressions constitute forward-looking
statements under the Private Securities Litigation Reform Act of 1995. Such
statements are made based upon management's current expectations and beliefs
concerning the financial results, economic conditions and are subject to known
and unknown risks, uncertainties and other factors contemplated by the
forward-looking statements. Such factors include, among other things: (1)
general economic conditions and other factors, including prevailing interest
rate levels and stock market performance, which may affect the ability of the
Company to sell its products, the market value of the Company's investments and
the lapse rate and profitability of policies; (2) the Company's ability to
achieve anticipated levels of operational efficiencies and cost-saving
initiatives; (3) customer response to new products, distribution channels and
marketing initiatives; (4) mortality, morbidity and other factors which may
affect the profitability of the Company's insurance products; (5)our ability to
develop and maintain effective risk management policies and procedures and to
maintain adequate reserves for future policy benefits and claims; (6) changes in
the Federal income tax laws and regulations which may affect the relative tax
advantages of some of the Company's products; (7) increasing competition in the
sale of insurance and annuities; (8) regulatory changes or actions, including
those relating to regulation of insurance products and insurance companies; (9)
ratings assigned to the Company's insurance subsidiaries by independent rating
organizations such as A.M. Best, which the Company believes are particularly
important to the sale of accumulation products; (10) the performance of our
investment portfolios; (11) the effect of changes in standards of accounting;
- 4 -
(12) the effects and results of litigation; and (13) other factors discussed in
the Company's other filings with the SEC, which are available free of charge on
the SEC's website at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. Investors should not
place undue reliance on forward-looking statements. Each forward-looking
statement speaks only as of the date of the particular statement, and the
Company undertakes no obligation to publicly update or revise any
forward-looking statements. There can be no assurance that other factors not
currently anticipated by management will not also materially and adversely
affect the Company.
Financial Industries Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 10, 2004 By: /s/ Vincent L. Kasch
_____________________________
Chief Financial Officer
- 5 -